Matters reserved for the Board

 

  • The approval and execution of any borrowing documentation other than in the ordinary course of business where the borrowing exceeds £50,000, the creation of any security and the grant of any guarantee or indemnity.
  • Making any loan or granting any credit (other than normal trade credit) where the loan exceeds £10,000.
  • Entry into any contract, arrangement or commitment involving expenditure on capital account or the realisation of capital assets where the expenditure exceeds £50,000, which has not been pre-approved in a budget.
  • The appointment of a committee of the directors of the Company or a local Board or the delegation of any powers by way of power of attorney or otherwise.
  • Taking or agreeing to take a leasehold interest in or licence over land over £10,000 per annum.
  • The issue of any shares and the creation of any new shares.
  • The proposal to consolidate, sub-divide or convert any of the Company’s share capital.
  • The issue of renouncable allotment letters.
  • The creation or acquisition of any subsidiary or the disposal of shares in any subsidiary.
  • The entry by the Company or any subsidiary into any new operating venture where the amount committed by that group company exceeds £25,000, which has not been pre-approved in a budget.
  • The issue of any securities convertible into shares or debentures or share options or warrants in respect of shares.
  • The entry into of any contract or transaction except in the ordinary and proper course of business on arm’s length terms.
  • The entry into any contract or transaction where the potential liability of the Group (after the covering or off-setting of the liability by the Group) will exceed £50,000, which has not been pre-approved in a budget.
  • The approval of any accounts, financial statements, budgets, business plans or other records or reports on the Company’s financial position.
  • Any decision to appoint or remove auditors.
  • Any decision to appoint or remove bankers.
  • Any decision whether or not to pay a dividend.
  • The establishment of any kind of share dividend scheme, share option scheme, long term incentive plan, employee share ownership plan or similar.
  • Any material variation in the insurance arrangements undertaken by the Company and its subsidiaries.
  • The convening of any shareholders’ meeting and the approval of any information to be distributed to shareholders.
  • The approval of any documentation required to be produced in compliance with the continuing obligations under the AIM Rules.
  • Any agreements or arrangements with related parties (as defined in the AIM Rules).
  • Any change in registered office.
  • Any change in the company secretary.
  • Any decision to buy in its own shares.
  • Any takeover whether as offeror or offeree.
  • Regular progress reports on the trading position of the Company and its subsidiaries.
  • The decision to commence any litigation proceedings where the amount sought exceeds £25,000 other than routine debt collection and the decision to defend any litigation proceedings.
  • Consideration of interim and other price sensitive public reports and reports to regulators as well as information required to be presented by statute.
  • Any material change to the system of internal control covering all controls, including financial, operational and other controls and risk management.
  • Review of the requirement for an internal audit function.
  • Any change to the members of or the terms of reference of the audit committee.
  • Any change to the members of or the terms of reference of the remuneration and nomination committee.
  • Any change to the list of matters reserved for the Board.